By TOBY STERLING

Associated Press Writer

AMSTERDAM, Netherlands (AP) – A consortium led by Royal Bank of Scotland PLC won the battle for ABN Amro Holding NV on Monday, as the largest takeover ever in the financial industry – $99.6 billion – came closer to completion.

The RBS consortium said 86 percent of shares in the Dutch bank had been tendered under terms of its bid of 70.5 billion euros.

That was enough to meet its requirement that it be offered at least 80 percent of the company’s shares.

The consortium’s offer was unopposed after Barclays PLC withdrew its rival bid on Friday, saying it had failed to receive even 1 percent of shares. The Barclays offer, mostly in shares, was worth at least 10 percent less than the RBS-led bid, which is mostly in cash.

But the saga, which began earlier this year, won’t be over until the consortium declares its offer “unconditional,” which in turn sets deadlines for payment. That declaration may not come until Friday.

The RBS-led group is expected to divide up the 183-year-old ABN Amro. Fortis NV of Belgium wants the bank’s Dutch operations, Banco Santander Central Hispano SA of Spain wants its Brazilian and Italian arms, and RBS wants the rest, including ABN operations in Europe, Asia and the Americas not being swallowed by the other consortium members, and ABN’s prized investment banking arm.

ABN’s boards agreed to the offer from Barclays in April, but were later forced to retract that in the face of the consortium’s higher bid.

ABN Chief Executive Rijkman Groenink said as recently as last month that he continued to prefer the Barclays deal for strategic reasons, but he conceded the consortium’s bid was “financially superior.”

ABN Amro said in a statement Monday that it “notes the announcement today from the consortium.”

Before the consortium had made a formal bid, Groenink sold ABN’s U.S. arm, LaSalle Bank Corp., to Bank of America Corp. for $21 billion in what was widely seen as a poison pill to thwart RBS.

A legal fight ensued, but after the Dutch Supreme Court approved the sale, the consortium regrouped and rebid for ABN in July.

According to the consortium’s offer documents, it has until Friday to declare the offer unconditional.

That gives RBS time to list the new shares it is issuing to fund 7 percent of the consortium’s offer on the NYSE Euronext stock exchange; and for some ABN Amro American Depository Receipts tendered to the offer to be delivered.

Once the bid is declared unconditional, the consortium will have five business days to pay, putting the closure date at Oct. 19 at the latest – unless the offer period is extended.

The 80 percent threshold met so far enables the consortium to reshape ABN’s board and take a variety of actions to further increase its ownership. However, only once 95 percent of shares are in the consortium’s control can it initiate a process to force the purchase of remaining shares.

The consortium is expected to detail its transition plan for the bank when it declares the offer unconditional.

RBS shares fell 1.6 percent to 560.5 pence ($11.43) in trading Monday while ABN Amro rose 0.7 percent to 37.98 euros ($53.67).

The consortium’s higher bid emerged as the clear favorite in recent weeks as it cleared regulatory and funding challenges. Fortis – seen as the weakest link in the group- arranged financing for its end of the deal and received antitrust approval from the European Union this week.

The offer became all-but-certain to win after Barclays withdrew from bidding on Friday.

AP-ES-10-08-07 1350EDT